10-Q – 2026-05-06 – mar-20260331.htm

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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________ 
FORM 10-Q
_________________________________________________  

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission File No.  1-13881
_________________________________________________ 

MARRIOTT INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware 52-2055918
(State or other jurisdiction of
incorporation or organization) (IRS Employer
Identification No.)

7750 Wisconsin Avenue Bethesda Maryland 20814
(Address of principal executive offices)
(Zip Code)

(Registrant’s telephone number, including area code) ( 301 ) 380-3000

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
Class A Common Stock, $0.01 par value MAR Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes    ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ý   Accelerated filer   ¨

Non-accelerated filer   ¨ Smaller reporting company   ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No   ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 263,688,623 shares of Class A Common Stock, par value $0.01 per share, outstanding at April 29, 2026.

Table of Contents

MARRIOTT INTERNATIONAL, INC.
FORM 10-Q TABLE OF CONTENTS
 

    Page No.

Part I. Financial Information (Unaudited)

Item 1. Financial Statements

Condensed Consolidated Statements of Income
3

Condensed Consolidated Statements of Comprehensive Income
4

Condensed Consolidated Balance Sheets
5

Condensed Consolidated Statements of Cash Flows
6

Notes to Condensed Consolidated Financial Statements
7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
14

Cautionary Statement
14

Item 3. Quantitative and Qualitative Disclosures About Market Risk
20

Item 4. Controls and Procedures
20

Part II. Other Information

Item 1. Legal Proceedings
22

Item 1A. Risk Factors
22

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
22

Item 5. Other Information
22

Item 6. Exhibits
23

Signature
24

2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1 . Financial Statements

MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
(Unaudited)

Three Months Ended
  March 31, 2026 March 31, 2025
REVENUES
Franchise fees $ 872   $ 746  
Base management fees 339   325  
Incentive management fees 222   204  
Gross fee revenues 1,433   1,275  
Contract investment amortization ( 35 ) ( 28 )
Net fee revenues 1,398   1,247  
Owned, leased, and other revenue 412   361  
Cost reimbursement revenue 4,844   4,655  
6,654   6,263  
OPERATING COSTS AND EXPENSES
Owned, leased, and other expense (1)
377   332  
Depreciation, amortization, and other 54   51  
General and administrative (1)
219   209  
Restructuring and merger-related charges, and other
4   1  
Reimbursed expenses 4,936   4,722  
5,590   5,315  
OPERATING INCOME 1,064   948  
Gains (losses) and other income, net 3   ( 2 )
Interest expense ( 214 ) ( 192 )
Interest income 10   9  
Equity in (losses) earnings
( 5 ) 1  
INCOME BEFORE INCOME TAXES 858   764  
Provision for income taxes ( 210 ) ( 99 )
NET INCOME $ 648   $ 665  
EARNINGS PER SHARE
Earnings per share – basic $ 2.44   $ 2.40  
Earnings per share – diluted $ 2.43   $ 2.39  

(1) The 2025 first quarter reflects the reclassification of $ 36 million of other expenses previously reported under the “General, administrative, and other” caption to the “Owned, leased, and other expense” caption of our Income Statements to conform to our current presentation.
See Notes to Condensed Consolidated Financial Statements.
3

Table of Contents

MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)

Three Months Ended
March 31, 2026 March 31, 2025
Net income $ 648   $ 665  
Other comprehensive (loss) income

Foreign currency translation adjustments ( 81 ) 112  
Other adjustments, net of tax 8   ( 11 )

Total other comprehensive (loss) income, net of tax ( 73 ) 101  
Comprehensive income $ 575   $ 766  

See Notes to Condensed Consolidated Financial Statements.

4

Table of Contents

MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions)

(Unaudited)
March 31, 2026 December 31, 2025
ASSETS
Current assets
Cash and equivalents $ 454   $ 358  
Accounts and notes receivable, net 3,090   2,909  
Prepaid expenses and other 370   317  

3,914   3,584  
Property and equipment, net 1,962   1,954  
Intangible assets
Brands 6,176   6,207  
Contract acquisition costs and other 4,189   4,129  
Goodwill 8,873   8,907  
19,238   19,243  
Equity method investments 304   298  
Notes receivable, net 151   151  
Deferred tax assets 549   570  
Operating lease assets 940   941  
Other noncurrent assets 799   799  
$ 27,857   $ 27,540  
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Current portion of long-term debt $ 1,210   $ 1,209  
Accounts payable 763   814  
Accrued payroll and benefits 1,256   1,438  
Liability for guest loyalty program 3,517   3,497  
Accrued expenses and other 1,770   1,440  
8,516   8,398  
Long-term debt 15,320   14,995  
Liability for guest loyalty program 4,681   4,495  
Deferred tax liabilities 90   79  
Deferred revenue 1,219   1,200  
Operating lease liabilities 876   879  
Other noncurrent liabilities 1,247   1,265  
Stockholders’ deficit
Class A Common Stock 5   5  
Additional paid-in-capital 6,311   6,352  
Retained earnings 18,884   18,414  
Treasury stock, at cost ( 28,577 ) ( 27,900 )
Accumulated other comprehensive loss ( 715 ) ( 642 )
( 4,092 ) ( 3,771 )
$ 27,857   $ 27,540  

See Notes to Condensed Consolidated Financial Statements.
5

Table of Contents

MARRIOTT INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(Unaudited)

Three Months Ended
  March 31, 2026 March 31, 2025
OPERATING ACTIVITIES
Net income $ 648   $ 665  
Adjustments to reconcile to cash provided by operating activities:
Depreciation, amortization, and other (including depreciation and amortization classified in reimbursed expenses)
162   136  
Stock-based compensation 57   52  
Income taxes 95   26  
Liability for guest loyalty program 206   183  
Contract acquisition costs ( 109 ) ( 131 )
Restructuring and merger-related charges, and other 2   ( 19 )
Working capital changes ( 363 ) ( 325 )

Other 160   60  
Net cash provided by operating activities 858   647  
INVESTING ACTIVITIES
Capital and technology expenditures ( 130 ) ( 135 )

Dispositions 2   —  
Loan advances ( 13 ) ( 12 )
Loan collections 3   5  
Other ( 11 ) ( 1 )
Net cash used in investing activities ( 149 ) ( 143 )
FINANCING ACTIVITIES
Commercial paper/Credit Facility, net ( 1,085 ) ( 1,002 )
Issuance of long-term debt 1,425   1,960  
Repayment of long-term debt ( 3 ) ( 352 )
Issuance of Class A Common Stock 53   45  

Dividends paid ( 178 ) ( 174 )
Purchase of treasury stock ( 700 ) ( 751 )
Stock-based compensation withholding taxes ( 124 ) ( 109 )

Net cash used in financing activities ( 612 ) ( 383 )
INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH 97   121  
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, beginning of period (1)
371   425  
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, end of period (1)
$ 468   $ 546  

(1) The 2026 amounts include beginning restricted cash of $ 13 million at December 31, 2025, and ending restricted cash of $ 14 million at March 31, 2026, which we present in the “Prepaid expenses and other” and “Other noncurrent assets” captions of our Balance Sheets.
See Notes to Condensed Consolidated Financial Statements.
6

Table of Contents

MARRIOTT INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. BASIS OF PRESENTATION
The condensed consolidated financial statements present the results of operations, financial position, and cash flows of Marriott International, Inc. and its consolidated subsidiaries (referred to in this report as “we,” “us,” “Marriott,” or the “Company”). In order to make this report easier to read, we also refer throughout to (1) our Condensed Consolidated Financial Statements as our “Financial Statements,” (2) our Condensed Consolidated Statements of Income as our “Income Statements,” (3) our Condensed Consolidated Balance Sheets as our “Balance Sheets,” (4) our Condensed Consolidated Statements of Cash Flows as our “Statements of Cash Flows,” (5) our properties, brands, or markets in the United States and Canada as “U.S. & Canada,” and (6) our properties, brands, or markets in our Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America regions, as “International.” References throughout to numbered “Notes” refer to these Notes to Condensed Consolidated Financial Statements, unless otherwise stated. In addition, we use the term “hotel owners” throughout this report to refer, collectively, to owners of hotels and other lodging offerings operating in our system pursuant to franchise agreements, management agreements, license agreements, or similar arrangements, and we use the term “hotels in our system” to refer to hotels and other lodging offerings operating in our system pursuant to such arrangements, as well as hotels that we own or lease. The terms “hotel owners” and “hotels in our system” exclude Homes & Villas by Marriott Bonvoy SM (which we also exclude from our property and room count), timeshare, residential, and The Ritz-Carlton Yacht Collection ® .
These Financial Statements have not been audited. We have condensed or omitted certain information and disclosures normally included in financial statements presented in accordance with U.S. generally accepted accounting principles (“GAAP”). The Financial Statements in this report should be read in conjunction with the consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”). Certain terms not otherwise defined in this Form 10-Q have the meanings specified in our 2025 Form 10-K.
Preparation of financial statements that conform with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenues and expenses during the reporting periods, and the disclosures of contingent liabilities. Accordingly, ultimate results could differ from those estimates.
The accompanying Financial Statements reflect all normal and recurring adjustments necessary to present fairly our financial position as of March 31, 2026 and December 31, 2025 and the results of our operations and cash flows for the three months ended March 31, 2026 and March 31, 2025. Interim results may not be indicative of fiscal year performance because of seasonal and short-term variations. We have eliminated all material intercompany transactions and balances between entities consolidated in these Financial Statements and reclassified certain prior period amounts to conform to our current period presentation.
New Accounting Standards Not Yet Adopted
Accounting Standards Update (“ASU”) 2025-06 - “Targeted Improvements to the Accounting for Internal-Use Software” (Topic 350). ASU 2025-06 eliminates references to software development project stages and revises the criteria that must be met to begin capitalizing internal-use software costs. The standard permits entities to adopt the guidance using a prospective, retrospective, or modified transition approach and becomes effective for us beginning January 1, 2028, with early adoption permitted. We are currently assessing the potential impact that ASU 2025-06 will have on our financial statements and disclosures.
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NOTE 2. EARNINGS PER SHARE
The table below illustrates the reconciliation of the earnings and number of shares used in our calculations of basic and diluted earnings per share, the latter of which uses the treasury stock method to calculate the dilutive effect of the Company’s potential common stock:

Three Months Ended
(in millions, except per share amounts) March 31, 2026 March 31, 2025
Computation of Basic Earnings Per Share
Net income $ 648   $ 665  
Shares for basic earnings per share 266.1   276.9  
Basic earnings per share $ 2.44   $ 2.40  
Computation of Diluted Earnings Per Share
Net income $ 648   $ 665  
Shares for basic earnings per share 266.1   276.9  
Effect of dilutive securities
Stock-based compensation 0.7   0.8  
Shares for diluted earnings per share 266.8   277.7  
Diluted earnings per share $ 2.43   $ 2.39  

NOTE 3. STOCK-BASED COMPENSATION
We granted 0.5 million restricted stock units (“RSUs”) during the 2026 first quarter to certain executives and other employees, and those units vest generally over three or four years in equal annual installments commencing one year after the grant date. We also granted 0.1 million performance-based RSUs (“PSUs”) in the 2026 first quarter to certain executives and other senior-level employees, which are earned subject to continued employment and the satisfaction of certain performance and market conditions based on the degree of achievement of pre-established targets for 2028 adjusted EBITDA performance and relative total stockholder return over the 2026 to 2028 performance period. RSUs, including PSUs, granted in the 2026 first quarter had a weighted average grant-date fair value of $ 346 per unit.
We recorded stock-based compensation expense for RSUs and PSUs of $ 46 million in the 2026 first quarter and $ 43 million in the 2025 first quarter. Deferred compensation costs for unvested awards for RSUs and PSUs totaled $ 332 million at March 31, 2026.

NOTE 4. INCOME TAXES
Our effective tax rate increased to 24.5 percent for the 2026 first quarter compared to 13.0 percent for the 2025 first quarter, primarily due to the prior year release of tax reserves.
We paid cash for income taxes, net of refunds, of $ 115  million in the 2026 first quarter and $ 73  million in the 2025 first quarter.
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NOTE 5. COMMITMENTS AND CONTINGENCIES
Guarantees
We present the maximum potential amount of our future guarantee fundings and the carrying amount of our liability for our debt service, operating profit, and other guarantees for which we are the primary obligor at March 31, 2026 in the following table:

(in millions)
Guarantee Type
Maximum Potential Amount of Future Fundings Recorded Liability for Guarantees
Debt service $ 62   $ 6  
Operating profit 140   83  
Other 21   6  
$ 223   $ 95  

Our maximum potential guarantees listed in the preceding table include $ 70 million of operating profit guarantees that will not be in effect until the underlying properties open and we begin to operate the properties or certain other events occur.

Starwood Data Security Incident
Description of Event
On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood Hotels & Resorts Worldwide, LLC, formerly known as Starwood Hotels & Resorts Worldwide, Inc. (“Starwood”), reservations database (the “Data Security Incident”). We discontinued use of the Starwood reservations database for business operations at the end of 2018.
Litigation, Claims, and Government Investigations
Following our announcement of the Data Security Incident, approximately 100 lawsuits were filed by consumers and others against us in U.S. federal, U.S. state and Canadian courts related to the incident. The plaintiffs in these cases, who generally purport to represent various classes of consumers, generally claim to have been harmed by alleged actions and/or omissions by the Company in connection with the Data Security Incident and assert a variety of common law and statutory claims seeking monetary damages, injunctive relief, costs and attorneys’ fees, and other related relief. The U.S. cases were consolidated in the U.S. District Court for the District of Maryland (the “District Court”), pursuant to orders of the U.S. Judicial Panel on Multidistrict Litigation (the “MDL”). In 2025, the U.S. Court of Appeals for the Fourth Circuit reversed the District Court’s certification of a class of consumer plaintiffs for the second time, and some plaintiffs subsequently filed lawsuits in New York state court on an individual basis, alleging violations of New York statutory law and seeking monetary damages, attorneys’ fees, and other related relief. We are progressing in our mediation discussions with the U.S. consumer plaintiffs, and we believe it is probable that we will incur losses in relation to these cases. As of March 31, 2026, we have recorded an accrual for an estimated loss contingency related to these matters, which is not material to our Financial Statements. The Canadian cases remain pending. We dispute the allegations in these lawsuits and are vigorously defending against such claims.
In addition, most inquiries and investigations by U.S. federal, U.S. state and foreign governmental authorities have been resolved or no longer appear to be active.
While we believe it is reasonably possible that we may incur losses in excess of the amounts recorded associated with the above-described lawsuits or regulatory investigations related to the Data Security Incident, it is not possible to reasonably estimate the amount of such losses or range of loss in excess of the amounts recorded that might result from adverse judgments, settlements, or other resolution of these proceedings based on: (1) in the case of the above-described lawsuits, the current stage of these proceedings, the absence of specificity as to alleged damages, the uncertainty as to the certification of a class or classes and the size of any certified class, and the lack of resolution of significant factual and legal issues, and (2) uncertainty regarding regulatory inquiries or investigations.
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Other Legal Proceedings
We have been and are currently party to other legal proceedings involving claims that we infringe the intellectual property rights of others. At this time, we do not expect these proceedings to have a material impact on the Company’s business, financial condition, results of operations, or cash flows.

NOTE 6. LONG-TERM DEBT
We provide detail on our long-term debt balances, net of discounts, premiums, and debt issuance costs, in the following table as of March 31, 2026 and year-end 2025:

($ in millions)
Interest Rate Effective Interest Rate Face Amount
Balance as of March 31, 2026 Balance as of December 31, 2025
Senior Notes (in order of maturity):
Series R Notes, maturing June 15, 2026
3.1   % 3.3   % $ 750   $ 750   $ 749  
Series LL Notes, maturing September 15, 2026
5.5   % 5.9   % 450   449   449  
Series TT Notes, maturing July 15, 2027
4.2   % 4.5   % 400   398   398  
Series JJ Notes, maturing October 15, 2027
5.0   % 5.4   % 1,000   994   994  
Series X Notes, maturing April 15, 2028
4.0   % 4.2   % 450   448   448  
Series MM Notes, maturing October 15, 2028
5.6   % 5.9   % 700   695   694  
Series AA Notes, maturing December 1, 2028
4.7   % 4.8   % 300   299   299  
Series KK Notes, maturing April 15, 2029
4.9   % 5.3   % 800   791   790  
Series NN Notes, maturing May 15, 2029
4.9   % 5.3   % 500   494   493  
Series PP Notes, maturing March 15, 2030
4.8   % 5.0   % 500   496   496  
Series FF Notes, maturing June 15, 2030
4.6   % 4.8   % 1,000   993   992  
Series HH Notes, maturing April 15, 2031
2.9   % 3.0   % 1,100   1,094   1,094  
Series UU Notes, maturing October 15, 2031
4.5   % 4.9   % 500   491   491  
Series RR Notes, maturing April 15, 2032
5.1   % 5.4   % 500   493   493  
Series GG Notes, maturing October 15, 2032
3.5   % 3.7   % 1,000   991   990  
Series WW Notes, maturing May 1, 2033
4.5   % 4.8   % 600   590   —  
Series II Notes, maturing October 15, 2033
2.8   % 2.8   % 700   695   695  
Series OO Notes, maturing May 15, 2034
5.3   % 5.6   % 1,000   982   982  
Series W Notes, maturing October 1, 2034
4.5   % 4.1   % 278   286   287  
Series QQ Notes, maturing March 15, 2035
5.4   % 5.5   % 1,000   987   987  
Series VV Notes, maturing October 15, 2035
5.3   % 5.5   % 600   586   588  
Series SS Notes, maturing April 15, 2037
5.5   % 5.7   % 1,500   1,473   1,475  
Series XX Notes, maturing May 1, 2038
5.1   % 5.3   % 850   825   —  
Commercial paper 90   1,177  
Credit Facility —   —  
Finance lease obligations 117   120  
Other 23   23  
$ 16,530   $ 16,204  
Less current portion ( 1,210 ) ( 1,209 )
$ 15,320   $ 14,995  

We paid cash for interest, net of amounts capitalized, of $ 77 million in the 2026 first quarter and $ 87 million in the 2025 first quarter.
We are party to a $ 4.5 billion multicurrency revolving credit agreement (as amended, the “Credit Facility”). Available borrowings under the Credit Facility support our commercial paper program and general corporate needs. U.S. dollar borrowings under the Credit Facility bear interest at SOFR (the Secured Overnight Financing Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings (which generally have short-term maturities of 45 days or less) as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on December 14,
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2027.
In February 2026, we issued $ 600 million aggregate principal amount of 4.500 percent Series WW Notes due May 1, 2033 (the “Series WW Notes”) and $ 850 million aggregate principal amount of 5.100 percent Series XX Notes due May 1, 2038 (the “Series XX Notes”). We will pay interest on the Series WW Notes and Series XX Notes in May and November of each year, commencing in November 2026. In connection with the offering, we entered into interest rate swap agreements, which have the economic effect of converting $ 350  million of the Series XX Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.33 percent, and an additional $ 150  million of the Series XX Notes into floating rate debt with a variable interest rate of SOFR plus approximately 1.35 percent. Net proceeds from the offering of the Series WW Notes and Series XX Notes were approximately $ 1.425 billion, after deducting the underwriting discount and expenses, and were made available for general corporate purposes, including working capital, capital expenditures, acquisitions, stock repurchases, or repayment of outstanding indebtedness.

We determine the fair value of our Senior Notes using quoted market prices, which are directly observable Level 1 inputs. As of March 31, 2026 and year-end 2025, the fair value of our noncurrent Senior Notes was $ 15,005  million (carrying amount of $ 15,101  million) and $ 13,836  million (carrying amount of $ 13,686  million), respectively. The carrying amount of our commercial paper borrowings approximates fair value due to their short maturity and because they bear interest at a market rate. See the “Fair Value Measurements” caption of Note 2 and Note 12 of our 2025 Form 10-K for more information on the input levels we use in determining fair value.

NOTE 7. PLANNED DISPOSITION
In the 2026 second quarter, a U.S. & Canada hotel met the accounting criteria to be designated as an asset held for sale. We determined that the carrying amount of the hotel exceeded its fair value less costs to sell, based on a purchase and sale agreement with a third-party buyer. Consequently, we expect to record an impairment charge of approximately $ 65  million to $ 70  million in the “Depreciation, amortization, and other” caption of our Income Statements in the 2026 second quarter. We expect to sell the hotel later in the 2026 second quarter, and we expect to continue to operate the hotel under a long-term management agreement.

NOTE 8. ACCUMULATED OTHER COMPREHENSIVE LOSS AND STOCKHOLDERS’ DEFICIT
The following tables detail the accumulated other comprehensive loss activity for the 2026 first quarter and 2025 first quarter:

(in millions) Foreign Currency Translation Adjustments Other Adjustments Accumulated Other Comprehensive Loss
Balance at year-end 2025
$ ( 649 ) $ 7   $ ( 642 )
Other comprehensive (loss) income (1)
( 81 ) 8   ( 73 )
Balance at March 31, 2026 $ ( 730 ) $ 15   $ ( 715 )

(in millions) Foreign Currency Translation Adjustments Other Adjustments Accumulated Other Comprehensive Loss
Balance at year-end 2024
$ ( 1,091 ) $ 28   $ ( 1,063 )
Other comprehensive income (loss) (1)
112   ( 11 ) 101  
Balance at March 31, 2025 $ ( 979 ) $ 17   $ ( 962 )

(1) Other comprehensive (loss) income includes intra-entity foreign currency transactions that are of a long-term investment nature, which resulted in gains of $ 17 million for the 2026 first quarter and losses of $ 19 million for the 2025 first quarter.
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The following tables detail the changes in common shares outstanding and stockholders’ deficit for the 2026 first quarter and 2025 first quarter:

(in millions, except per share amounts)  
Common Shares Outstanding
  Total Class A Common Stock Additional Paid-in-Capital Retained Earnings Treasury Stock, at Cost Accumulated Other Comprehensive Loss
265.9   Balance at year-end 2025
$ ( 3,771 ) $ 5   $ 6,352   $ 18,414   $ ( 27,900 ) $ ( 642 )
—  Net income 648   —  —  648   —  — 
—  Other comprehensive loss ( 73 ) —  —  —  —  ( 73 )
—  Dividends ($ 0.67 per share)
( 178 ) —  —  ( 178 ) —  — 
0.9   Stock-based compensation plans ( 14 ) —  ( 41 ) —  27   — 
( 2.1 ) Purchase of treasury stock ( 704 ) —  —  —  ( 704 ) — 
264.7   Balance at March 31, 2026
$ ( 4,092 ) $ 5   $ 6,311   $ 18,884   $ ( 28,577 ) $ ( 715 )

Common Shares Outstanding
  Total Class A Common Stock Additional Paid-in-Capital Retained Earnings Treasury Stock, at Cost Accumulated Other Comprehensive Loss
276.7   Balance at year-end 2024
$ ( 2,992 ) $ 5   $ 6,179   $ 16,531   $ ( 24,644 ) $ ( 1,063 )
—  Net income 665   —  —  665   —  — 
—  Other comprehensive income 101   —  —  —  —  101  
—  Dividends ($ 0.63 per share)
( 174 ) —  —  ( 174 ) —  — 
1.1   Stock-based compensation plans ( 13 ) —  ( 44 ) —  31   — 
( 2.8 ) Purchase of treasury stock ( 755 ) —  —  —  ( 755 ) — 
275.0   Balance at March 31, 2025
$ ( 3,168 ) $ 5   $ 6,135   $ 17,022   $ ( 25,368 ) $ ( 962 )

NOTE 9. CONTRACTS WITH CUSTOMERS
Our current and noncurrent liability for guest loyalty program increased by $ 206 million, to $ 8,198  million at March 31, 2026, from $ 7,992  million at December 31, 2025, primarily reflecting points earned by members. The increase was partially offset by $ 870  million of revenue recognized in the 2026 first quarter, that was deferred as of December 31, 2025.

Our allowance for credit losses was $ 213 million at March 31, 2026 and $ 212 million at December 31, 2025.

NOTE 10. BUSINESS SEGMENTS
We discuss our operations in the following four reportable business segments: (1) U.S. & Canada, (2) Europe, Middle East & Africa (“EMEA”), (3) Greater China, and (4) Asia Pacific excluding China (“APEC”). Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”
Our President and Chief Executive Officer, who is our “chief operating decision maker” (“CODM”), evaluates the performance of our operating segments using “segment profits,” which is based largely on the results of the segment without allocating corporate expenses, income taxes, indirect general and administrative expenses, or restructuring and merger-related charges, and other expenses. We assign gains and losses, equity in earnings or losses, and direct general and administrative expenses to each of our segments. “Unallocated corporate and other” includes a portion of our revenues (such as fees we receive from our credit card programs and timeshare licensing agreements), revenues and expenses for our Loyalty Program, indirect general and administrative expenses, restructuring and merger-related charges, and other expenses, equity in earnings or losses, and other gains or losses that we do not allocate to our segments, as well as results of our CALA operating segment.
Our CODM uses segment profits to allocate resources (including employees and investment spending) to each segment, primarily as part of the annual budget process. Our CODM reviews budget-to-actual variances on a quarterly basis to assess segment performance. Additionally, our CODM uses segment profits to compare the results of each segment with one another and in the determination of compensation for segment leadership.
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Our CODM monitors assets for the consolidated Company but does not use assets by operating segment when assessing performance or making operating segment resource allocations.

Segment Revenues, Expenses, and Profits
The following tables present our revenues (disaggregated by segment and major revenue stream), segment expenses, and segment profits for the 2026 first quarter and 2025 first quarter:

Three Months Ended March 31, 2026
(in millions) U.S. & Canada EMEA
Greater China
APEC

Gross fee revenues $ 773   $ 132   $ 69   $ 104  
Contract investment amortization ( 21 ) ( 5 ) ( 1 ) ( 2 )
Net fee revenues 752   127   68   102  
Owned, leased, and other revenue 140   116   8   39  
Cost reimbursement revenue 4,063   264   76   146  
Total reportable segment revenue 4,955   507   152   287  
Less:

Owned, leased, and other expense
121   120   10   41  
Depreciation, amortization, and other 24   10   3   2  
General and administrative
30   27   12   16  
Reimbursed expenses 4,134   279   84   155  
Other segment items (primarily non-operating income and expenses) —   ( 1 ) ( 2 ) 2  
Total reportable segment profit $ 646   $ 72   $ 45   $ 71  

Three Months Ended March 31, 2025
(in millions) U.S. & Canada EMEA Greater China APEC
Gross fee revenues $ 709   $ 118   $ 60   $ 98  
Contract investment amortization ( 20 ) ( 4 ) —   ( 1 )
Net fee revenues 689   114   60   97  
Owned, leased, and other revenue 120   114   7   35  
Cost reimbursement revenue 3,889   286   69   131  
Total reportable segment revenue 4,698   514   136   263  
Less:

Owned, leased, and other expense
110   115   8   32  
Depreciation, amortization, and other 27   10   2   2  
General and administrative
30   25   12   14  
Reimbursed expenses 3,888   288   70   133  
Other segment items (primarily non-operating income and expenses) ( 1 ) 2   ( 1 ) 2  
Total reportable segment profit $ 644   $ 74   $ 45   $ 80  

The following table presents reconciliations of our total reportable segment revenue and profit to consolidated revenue and income before income taxes for the 2026 first quarter and 2025 first quarter:

Three Months Ended
(in millions) March 31, 2026 March 31, 2025
Reconciliation of revenue

Total reportable segment revenue
$ 5,901   $ 5,611  
Unallocated corporate and other
753   652  
Consolidated revenue
$ 6,654   $ 6,263  

Reconciliation of income before income taxes

Total reportable segment profit
$ 834   $ 843  
Unallocated corporate and other 228   104  
Interest expense, net of interest income ( 204 ) ( 183 )
Consolidated income before income taxes
$ 858   $ 764  

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement
All statements in this report are made as of the date this Form 10-Q is filed with the U.S. Securities and Exchange Commission (the “SEC”). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events or otherwise. We make forward-looking statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based on the beliefs and assumptions of our management and on information available to us through the date this Form 10-Q is filed with the SEC. Forward-looking statements include information related to our development pipeline; our expectations regarding rooms growth; our expectations regarding our ability to meet our liquidity requirements; our capital expenditures and other investment spending and reimbursement expectations; our expectations regarding future dividends and share repurchases; our expectations regarding certain claims, legal proceedings, settlements or resolutions; our planned hotel sale; our anticipated investment in Lefay; our expectations about the conflict in the Middle East; and other statements that are preceded by, followed by, or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “foresees,” or similar expressions; and similar statements concerning anticipated future events and expectations that are not historical facts.
We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, including the risks and uncertainties we describe in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (“2025 Form 10-K”); Part II, Item 1A of this report; and other factors we describe from time to time in our periodic filings with the SEC.

BUSINESS AND OVERVIEW
Overview
We are a worldwide franchisor, operator, and licensor of hotel, residential, timeshare, and other lodging properties under a broad portfolio of compelling brands at different price and service points. We discuss our operations in the following reportable business segments: (1) U.S. & Canada, (2) Europe, Middle East & Africa (“EMEA”), (3) Greater China, and (4) Asia Pacific excluding China (“APEC”). Our Caribbean & Latin America (“CALA”) operating segment does not meet the applicable accounting criteria for separate disclosure as a reportable business segment, and as such, we include its results in “Unallocated corporate and other.”
Under our asset-light business model and consistent with our focus on franchising, management, and licensing, we own or lease very few of our lodging properties. Under our hotel franchising arrangements, we generally receive an initial application fee and continuing royalty fees, which are typically based on a percentage of room revenues, plus for certain brands, a percentage of food and beverage revenues. Terms of our management agreements vary, but we earn a management fee that is typically composed of a base management fee, which is a percentage of the revenues of the hotel, and an incentive management fee, which is based on the profits of the hotel. In many cases (particularly in our U.S. & Canada, Europe, and CALA regions), incentive management fees are subject to a specified owner return. We also have license and other agreements with third parties for certain offerings, such as for our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection, under which we receive royalty and certain other fees. Additionally, we earn fees for other uses of our intellectual property, including primarily co-branded credit card fees, as well as residential branding fees and certain other licensing fees.

Performance Measures
We believe Revenue per Available Room (“RevPAR”), which we calculate by dividing property level room revenue by total rooms available for the period, is a meaningful indicator of our performance because it measures the period-over-period change in room revenues. RevPAR may not be comparable to similarly titled measures, such as revenues, and should not be viewed as necessarily correlating with our fee revenue. We also believe occupancy and average daily rate (“ADR”), which are components of calculating RevPAR, are meaningful indicators of our
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performance. Occupancy, which we calculate by dividing total rooms sold by total rooms available for the period, measures the utilization of a property’s available capacity. ADR, which we calculate by dividing property level room revenue by total rooms sold, measures average room price and is useful in assessing pricing levels. Unless otherwise stated, RevPAR, occupancy, and ADR statistics are on a systemwide basis for comparable properties, and all changes refer to year-over-year changes for the comparable period. Comparisons to prior periods are on a constant U.S. dollar basis, which we calculate by applying exchange rates for the current period to the prior comparable period. We believe constant dollar analysis provides valuable information regarding the performance of hotels in our system as it removes currency fluctuations from the presentation of such results.
We define our comparable properties as hotels in our system that were open and operating under one of our brands since the beginning of the last full calendar year (since January 1, 2025 for the current period) and have not, in either the current or previous year: (1) undergone significant room or public space renovations or expansions, (2) been converted between company-operated and franchised, or (3) sustained substantial property damage or business interruption. Our comparable properties also exclude MGM Collection with Marriott Bonvoy, Design Hotels, The Ritz-Carlton Yacht Collection, residences, timeshare, and all-inclusive properties.

Business Trends
In the 2026 first quarter, worldwide RevPAR increased 4.2 percent, driven by ADR growth of 3.1 percent and occupancy improvement of 0.7 percentage points.
In the U.S. & Canada, RevPAR increased 4.0 percent in the 2026 first quarter, reflecting strong demand across all brand tiers, led by luxury.
In our International regions, RevPAR increased 4.6 percent in the 2026 first quarter, reflecting higher demand in most countries across our APEC, Europe, Greater China, and CALA regions. Beginning in March 2026, and continuing into the 2026 second quarter, conflict in the Middle East resulted in a sharp decline in RevPAR in our Middle East & Africa region and negatively impacted demand in certain countries in our APEC region. The continued operational and financial impact on our business depends on the duration and extent of travel disruption resulting from the conflict.

Starwood Data Security Incident
On November 30, 2018, we announced a data security incident involving unauthorized access to the Starwood reservations database (the “Data Security Incident”). We are currently unable to reasonably estimate the range of total possible financial impact to the Company from the Data Security Incident in excess of the expenses already recorded; however, we do not believe this incident will impact our long-term financial health. See Note 5 for additional information related to legal proceedings and investigations related to the Data Security Incident.

System Growth and Pipeline
At the end of the 2026 first quarter, our system had 9,926 properties (1,795,808 rooms), compared to 9,805 properties (1,779,936 rooms) at year-end 2025 and 9,463 properties (1,718,542 rooms) at the end of the 2025 first quarter. In the 2026 first quarter, we added roughly 15,900 net rooms.
At the end of the 2026 first quarter, we had over 4,100 properties and nearly 618,000 rooms in our development pipeline, which included nearly 34,000 rooms approved for development but not yet under signed contracts. At the end of the 2026 first quarter, our development pipeline included over 268,000 rooms, or 43 percent, that were under construction, including hotels that are in the process of converting to our system. Over half of the rooms in our quarter-end development pipeline were located outside U.S. & Canada.
We currently expect full year 2026 net rooms growth of approximately 4.5 to 5.0 percent.
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Properties and Rooms
The following table shows our properties and rooms by ownership type.

Properties Rooms
March 31, 2026 March 31, 2025 vs. March 31, 2025 March 31, 2026 March 31, 2025 vs. March 31, 2025
Franchised/Licensed/Other (1)
7,781  7,293  488  7  % 1,204,223  1,120,634  83,589  7  %
Managed
1,948  1,981  (33) (2) % 560,658  567,896  (7,238) (1) %
Owned/Leased
51  51  —  —  % 14,406  14,312  94  1  %
Residential
146  138  8  6  % 16,521  15,700  821  5  %
Total
9,926  9,463  463  5  % 1,795,808  1,718,542  77,266  4  %

(1) Licensed and other properties include our timeshare properties, MGM Collection with Marriott Bonvoy, Design Hotels, and The Ritz-Carlton Yacht Collection.

Lodging Statistics
The following table presents RevPAR, occupancy, and ADR statistics for comparable properties. Systemwide statistics include data from our franchised properties, in addition to our company-operated properties.

Three Months Ended March 31, 2026 and Change vs. Three Months Ended March 31, 2025
RevPAR Occupancy Average Daily Rate
2026 vs. 2025 2026 vs. 2025 2026 vs. 2025
Comparable Company-Operated Properties
U.S. & Canada $ 197.07  4.6  % 67.6  % 0.4  % pts. $ 291.48  3.9  %
Europe $ 174.01  7.0  % 61.2  % (0.6) % pts. $ 284.35  8.0  %
Middle East & Africa $ 138.45  (2.3) % 62.3  % (6.3) % pts. $ 222.36  7.5  %
Greater China $ 79.23  6.1  % 65.1  % 1.2  % pts. $ 121.63  4.1  %
Asia Pacific excluding China $ 136.26  7.6  % 71.3  % 2.5  % pts. $ 191.17  3.8  %
Caribbean & Latin America $ 255.61  (0.7) % 69.0  % (0.1) % pts. $ 370.60  (0.5) %
International - All (1)
$ 126.47  4.1  % 66.3  % 0.1  % pts. $ 190.69  4.1  %
Worldwide (2)
$ 155.02  4.4  % 66.8  % 0.2  % pts. $ 231.93  4.0  %
Comparable Systemwide Properties
U.S. & Canada $ 128.80  4.0  % 66.3  % 0.7  % pts. $ 194.15  3.0  %
Europe $ 118.31  6.6  % 61.2  % 1.5  % pts. $ 193.41  4.0  %
Middle East & Africa $ 128.54  (1.9) % 61.6  % (5.4) % pts. $ 208.78  6.7  %
Greater China $ 70.68  5.7  % 63.1  % 1.1  % pts. $ 111.99  3.9  %
Asia Pacific excluding China $ 130.93  7.3  % 70.2  % 2.2  % pts. $ 186.60  3.9  %
Caribbean & Latin America $ 139.29  2.0  % 63.0  % 1.4  % pts. $ 221.24  (0.3) %
International - All (1)
$ 112.01  4.6  % 64.1  % 0.7  % pts. $ 174.73  3.5  %
Worldwide (2)
$ 123.09  4.2  % 65.6  % 0.7  % pts. $ 187.70  3.1  %

(1) Includes Europe, Middle East & Africa, Greater China, Asia Pacific excluding China, and Caribbean & Latin America.
(2) Includes U.S. & Canada and International - All.

CONSOLIDATED RESULTS
The discussion below presents an analysis of our consolidated results of operations for the 2026 first quarter compared to the 2025 first quarter. Also see the “Business Trends” section above for further discussion.
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Fee Revenues

Three Months Ended
($ in millions)
March 31, 2026 March 31, 2025 Change 2026 vs. 2025
Franchise fees $ 872  $ 746  $ 126  17  %
Base management fees 339  325  14  4  %
Incentive management fees 222  204  18  9  %
Gross fee revenues 1,433  1,275  158  12  %
Contract investment amortization (35) (28) (7) (25) %
Net fee revenues $ 1,398  $ 1,247  $ 151  12  %

The increase in franchise fees in the 2026 first quarter primarily reflected higher co-branded credit card fees ($60 million) as well as higher revenue related to our franchised properties due to higher RevPAR, rooms growth ($23 million), and other items.

Owned, Leased, and Other

Three Months Ended
($ in millions)
March 31, 2026 March 31, 2025 Change 2026 vs. 2025
Owned, leased, and other revenue $ 412  $ 361  $ 51  14  %
Owned, leased, and other expense
377  332  45  14  %
Owned, leased, and other revenue, net of owned, leased, and other expense
$ 35  $ 29  $ 6  21  %

Cost Reimbursements

Three Months Ended
($ in millions)
March 31, 2026 March 31, 2025 Change 2026 vs. 2025
Cost reimbursement revenue $ 4,844  $ 4,655  $ 189  4  %
Reimbursed expenses 4,936  4,722  214  5  %
Cost reimbursements, net $ (92) $ (67) $ (25) (37) %

Cost reimbursements, net (cost reimbursement revenue, net of reimbursed expenses) varies due to timing differences between the costs we incur for centralized programs and services and the related rei mbursemen ts we receive from hotel owners and certain other counterparties. Over the long term, our centralized programs and services are not designed to impact our economics, either positively or negatively.
The decrease in cost reimbursements, net in the 2026 first quarter primarily reflected higher expenses, net of revenues for many of our centralized programs and services, partially offset by lower Loyalty Program expenses.

Other Operating Expenses

Three Months Ended
($ in millions)
March 31, 2026 March 31, 2025 Change 2026 vs. 2025
Depreciation, amortization, and other $ 54  $ 51  $ 3  6  %
General and administrative
219  209  10  5  %
Restructuring and merger-related charges, and other
4  1  3  300  %

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Non-Operating Income (Expense)

Three Months Ended
($ in millions)
March 31, 2026 March 31, 2025 Change 2026 vs. 2025
Gains (losses) and other income, net $ 3  $ (2) $ 5  250  %
Interest expense (214) (192) (22) (11) %
Interest income 10  9  1  11  %
Equity in (losses) earnings
(5) 1  (6) (600) %

Interest expense increased in the 2026 first quarter primarily due to higher debt balances driven by Senior Notes issuances, net of maturities ($28 million).

Income Taxes

Three Months Ended
($ in millions)
March 31, 2026 March 31, 2025 Change 2026 vs. 2025
Provision for income taxes $ (210) $ (99) $ (111) (112) %

Provision for income taxes increased in the 2026 first quarter primarily due to the prior year release of tax reserves ($86 million) and higher pre-tax income ($26 million).

BUSINESS SEGMENTS
The following discussion presents an analysis of the operating results of our reportable business segments for the 2026 first quarter compared to the 2025 first quarter. Also see the “Business Trends” section above for further discussion.

Three Months Ended
($ in millions)
March 31, 2026 March 31, 2025 Change 2026 vs. 2025
U.S. & Canada

Segment net fee revenues
$ 752  $ 689  $ 63  9  %

Segment profit 646  644  2  —  %
EMEA

Segment net fee revenues
127  114  13  11  %

Segment profit 72  74  (2) (3) %
Greater China

Segment net fee revenues
68  60  8  13  %

Segment profit 45  45  —  —  %
APEC

Segment net fee revenues
102  97  5  5  %

Segment profit 71  80  (9) (11) %

Properties Rooms

March 31, 2026 March 31, 2025 vs. March 31, 2025 March 31, 2026 March 31, 2025 vs. March 31, 2025
U.S. & Canada
6,422  6,280  142  2  % 1,073,530  1,048,111  25,419  2  %
EMEA 1,398  1,320  78  6  % 253,460  236,698  16,762  7  %
Greater China
709  606  103  17  % 193,186  175,114  18,072  10  %
APEC 748  637  111  17  % 158,648  144,447  14,201  10  %

In the 2026 first quarter, segment net fee revenues grew in the U.S. & Canada, compared to the same period in 2025, primarily due to higher RevPAR and rooms growth (see the Lodging Statistics and Properties and Rooms tables above for more information).
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Additionally, U.S. & Canada segment profits in the 2026 first quarter compared to the same period in 2025 reflected lower cost reimbursement revenue, net of reimbursed expenses ($72 million).

LIQUIDITY AND CAPITAL RESOURCES
Our long-term financial objectives include maintaining diversified financing sources, optimizing the mix and maturity of our long-term debt, and reducing our working capital. At the end of the 2026 first quarter, including the effect of interest rate swaps, our total long-term debt (current and noncurrent) had a weighted average interest rate of 4.6 percent, a weighted average maturity of approximately 5.8 years, and a ratio of fixed-rate to total long-term debt of 0.9 to 1.0.
Sources of Liquidity
Our Credit Facility
We are party to a $4.5 billion multicurrency revolving credit agreement (as amended, the “Credit Facility”). Available borrowings under the Credit Facility support our commercial paper program and general corporate needs. U.S. dollar borrowings under the Credit Facility bear interest at SOFR (the Secured Overnight Financing Rate) plus a spread based on our public debt rating. We also pay quarterly fees on the Credit Facility at a rate based on our public debt rating. We classify outstanding borrowings under the Credit Facility and outstanding commercial paper borrowings (which generally have short-term maturities of 45 days or less) as long-term based on our ability and intent to refinance the outstanding borrowings on a long-term basis. The Credit Facility expires on December 14, 2027.
The Credit Facility contains certain covenants, including a single financial covenant that limits our maximum leverage (consisting of the ratio of Adjusted Total Debt to EBITDA, each as defined in the Credit Facility) to not more than 4.5 to 1.0. Our outstanding public debt does not contain a corresponding financial covenant or a requirement that we maintain certain financial ratios. We currently satisfy the covenants in our Credit Facility and public debt instruments, including the leverage covenant under the Credit Facility, and do not expect the covenants will restrict our ability to meet our anticipated borrowing and liquidity needs.
We monitor the status of the capital markets and regularly evaluate the effect that changes in capital market conditions may have on our ability to fund our liquidity needs. We believe the Credit Facility, and our access to capital markets, together with cash we expect to generate from operations, remain adequate to meet our liquidity requirements over the next 12 months and thereafter for the foreseeable future.
Commercial Paper
We issue commercial paper in the U.S. Because we do not have purchase commitments from buyers for our commercial paper, our ability to issue commercial paper is subject to market demand. We do not expect that fluctuations in the demand for commercial paper will affect our liquidity, given our borrowing capacity under the Credit Facility and access to capital markets.

Sources and Uses of Cash
Cash, cash equivalents, and restricted cash totaled $468 million at March 31, 2026, an increase of $97 million from year-end 2025, primarily due to long-term debt issuances, net of repayments ($1,422 million) and net cash provided by operating activities ($858 million), partially offset by net commercial paper repayments ($1,085 million), share repurchases ($700 million), dividends paid ($178 million), capital and technology expenditures ($130 million), and financing outflows for employee stock-based compensation withholding taxes ($124 million).
Our ratio of current assets to current liabilities was 0.5 to 1.0 at the end of the 2026 first quarter. We have significant borrowing capacity under our Credit Facility should we need additional working capital.
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Capital Expenditures and Other Investments
We made capital and technology expenditures of $130 million in the 2026 first quarter and $135 million in the 2025 first quarter. We expect capital expenditures and other investments will total approximately $1,050 million to $1,150 million for the 2026 full year, including capital and technology expenditures, loan advances, contract acquisition costs, and other investing activities (including our planned investment in Lefay, which we assume will occur later this year), but excluding any potential property or brand acquisitions, which we cannot forecast with sufficient accuracy and which may be significant. Our anticipated capital and technology expenditures include higher than typical spending on our worldwide technology systems transformation, the overwhelming portion of which we expect to be reimbursed over time, and renovations of hotels in our owned and leased portfolio.

Share Repurchases and Dividends
We repurchased 2.1 million shares of our common stock for $0.7 billion in the 2026 first quarter. Year-to-date through April 29, 2026, we repurchased 3.1 million shares for $1.1 billion. For additional information, see “Issuer Purchases of Equity Securities” in Part II, Item 2.

On February 12, 2026, our Board of Directors declared a quarterly cash dividend of $0.67 per share, which was paid on March 31, 2026 to stockholders of record on February 26, 2026.
We expect to continue to return cash to stockholders through a combination of share repurchases and cash dividends.
Material Cash Requirements
As of the end of the 2026 first quarter, there have been no material changes to our cash requirements as disclosed in our 2025 Form 10-K. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our 2025 Form 10-K for more information about our cash requirements. Also, see Note 6 for information on our long-term debt.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect reported amounts and related disclosures. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our 2025 Form 10-K. We have made no material changes to our critical accounting policies or the methodologies or assumptions that we apply under them.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our exposure to market risk has not materially changed since December 31, 2025. See Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Form 10-K for more information on our exposure to market risk.

Item 4. Controls and Procedures
Disclosure Controls and Procedures
We evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this quarterly report under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Management necessarily applied its judgment in assessing the costs and benefits of those controls and procedures, which by their nature, can provide only reasonable assurance about management’s control objectives. You should note that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and we cannot assure you that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
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controls and procedures were effective and operating to provide reasonable assurance that we record, process, summarize, and report the information we are required to disclose in the reports that we file or submit under the Exchange Act within the time periods specified in the rules and forms of the SEC, and to provide reasonable assurance that we accumulate and communicate such information to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.
Changes in Internal Control Over Financial Reporting
We made no changes in internal control over financial reporting during the 2026 first quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION

Item 1. Legal Proceedings
See the information under the “Litigation, Claims, and Government Investigations” caption in Note 5, which we incorporate here by reference. Within this section, we use a threshold of $1 million in disclosing material environmental proceedings involving a governmental authority, if any.
From time to time, we are also subject to other legal proceedings and claims, including adjustments proposed during governmental examinations of the various tax returns we file. While management presently believes that the ultimate outcome of these other proceedings, individually and in aggregate, will not materially harm our business, financial condition, cash flows, or overall trends in results of operations, legal proceedings are inherently uncertain, and unfavorable rulings could, individually or in aggregate, have a material adverse effect on our business, financial condition, operating results, or cash flows.

Item 1A. Risk Factors
We are subject to various risks that make an investment in our securities risky. You should carefully consider the risk factors disclosed in Part I, Item 1A, “Risk Factors,” of our 2025 Form 10-K. There are no material changes to the risk factors discussed in our 2025 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities
None.
(b) Use of Proceeds
None.
(c) Issuer Purchases of Equity Securities

(in millions, except per share amounts)
Period Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1)

January 1, 2026 - January 31, 2026 0.9  $ 319.08  0.9  25.7 
February 1, 2026 - February 28, 2026 0.7  344.10  0.7  25.0 
March 1, 2026 - March 31, 2026 0.5  324.80  0.5  24.5 

Total
2.1  328.37  2.1 

(1) Our Board of Directors has authorized a share repurchase program. On November 9, 2023, we announced that the Board had increased the common stock repurchase authorization under the program by 25 million shares, and on August 7, 2025, we announced that the Board had further increased the authorization by an additional 25 million shares. These authorizations have no expiration date. As of March 31, 2026, 24.5 million shares remained available for repurchase under the program. We may repurchase shares in the open market or in privately negotiated transactions, and we account for these shares as treasury stock.

Item 5. Other Information
During the 2026 first quarter, no director or Section 16 officer adopted or terminated any Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements.
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Item 6. Exhibits
We have not filed as exhibits certain instruments defining the rights of holders of the long-term debt of Marriott pursuant to Item 601(b)(4)(iii) of Regulation S-K promulgated under the Exchange Act, because the amount of debt authorized and outstanding under each such instrument does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish a copy of any such instrument to the SEC upon request.

Exhibit No. Description Incorporation by Reference (where a report is indicated below, that document has been previously filed with the SEC and the applicable exhibit is incorporated by reference thereto)
3.1 Restated Certificate of Incorporation. Exhibit No. 3.(i) to our Form 8-K filed August 22, 2006 (File No. 001-13881).

3.2 Amended and Restated Bylaws. Exhibit No. 3.1 to our Form 8-K filed August 4, 2023 (File No. 001-13881).

*10.1
Form of Stock Appreciation Rights Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2026).
Filed with this report.

*10.2
Form of Performance Share Unit Award Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2026).
Filed with this report.

*10.3
Form of Restricted Stock Unit Agreement for the 2023 Marriott International, Inc. Stock and Cash Incentive Plan (February 2026).
Filed with this report.

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a). Filed with this report.

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a). Filed with this report.

32 Section 1350 Certifications. Furnished with this report.

101 The following financial statements from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; and (iv) the Condensed Consolidated Statements of Cash Flows.
Submitted electronically with this report.

101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. Submitted electronically with this report.

101.SCH XBRL Taxonomy Extension Schema Document. Submitted electronically with this report.

101.CAL XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report.

101.LAB XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report.

101.PRE XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report.

104 The cover page from Marriott International, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included as Exhibit 101).
Submitted electronically with this report.

*    Denotes management contract or compensatory plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

MARRIOTT INTERNATIONAL, INC.
May 6, 2026

/s/ Felitia O. Lee
Felitia O. Lee
Controller and Chief Accounting Officer
(Duly Authorized Officer)

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